Editing Registration Statements 2014 Update

Most issuers register securities with the SEC in connection with their going public transaction. The most commonly used registration statement in going public transactions is Form S-1. Hamilton & Associates can design the appropriate going public transaction for your company using an SEC registration statement. Hamilton & Associates Securities Attorneys can guide you through the complex process of going public and assist you with the expansive disclosure required in registration statements filed with the SEC. About Registration Statements on Form S-1 Registration statements on Form S-1 have two principal parts which require expansive disclosures. Part I of the registration statement is the prospectus which requires that the company provide certain disclosures about its business operations, financial condition, and management. Part II contains information that doesn't have to be delivered to investors. Financial Statement Requirements in Registration Statements l Going Public Transactions Financial statements included in a registration statement must be audited by a firm that is a member of the Public Company Accounting Oversight Board ("PCAOB"). SEC rules allow smaller reporting companies to provide less financial information in their Form S-1 registration statement than larger reporting issuers. Hamilton & Associates can help your company determine if it qualifies for these reduced financial statement requirements. Risk Factor Disclosures in Registration Statements l Going Public Transactions The risk factor section of a registration statement describes the risks and uncertainties of investing in the issuer. This may include limited financial resources, a limited operating history, adverse economic conditions in a particular industry, lack of a market for the securities offered, industry competition, government regulation, and/or reliance on key personnel or on a limited number of suppliers, distributors, or customers. Other Required Disclosures in Registration Statements l Going Public Transactions This registration statement requires that the issuer identify its officers and directors and provide information on the issuer's compensation and benefits plan, material transactions between the issuer and its officers and directors, as well as material legal proceedings involving the issuer or its officers and directors. This section of the registration statement describes the distribution plan for the securities being registered in the going public transaction including the offering size. This section sets forth the planned uses of the proceeds from the sale of the securities being registered in the registration statement. Misstatements in Registration Statements used in Going Public Transactions If the registration statement, at the time it becomes effective, contains an untrue statement of a material fact or omits to state a material fact necessary to make other statements not misleading, Section 11 of the Securities Exchange Act of 1933 imposes liability on the issuer and its management as well as other third parties. The Securities Act holds individuals who help prepare a registration statement on behalf of an issuer responsible for any misrepresentations and omissions in the registration statement. Section 11(a) of the Securities Act, 15 U.S.C. § 77k(a), makes several categories of persons and entities responsible for material misstatements or omissions in a registration statement. A majority of the issuer's board of directors, as well as its principal executive officer or officers, principal financial officer, and its controller or principal accounting officer, must sign the registration statement used in the going public transaction. The issuer, as well as each signer is subject to potential civil liability under § 11(a) of the Securities Act for material misstatements or omissions in the registration statement. In addition, any person who controls the issuer or any other responsible party is subject to liability. In addition to the issuer and its officers and directors, attorneys, accountants and underwriters are liable under Section 11(a) of the Securities Act. If you are going to offer and sell securities, or go public using an SEC registration statement you will need the assistance of an experienced securities law firm like Hamilton & Associates to help you navigate through the SEC registration statement process to ensure all required disclosures are made. This informational memorandum about SEC registration statements and going public transactions is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting SEC registration statements, Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, 1933 Act registration statements on Form S-1, S-8 and 1934 Act registration statements on Form 10, OTC Pink Sheet listings, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or info@securitieslawyer101.com. Please note that the prior results discussed herein do not guarantee similar outcomes. Hamilton & Associates | Securities Lawyers Brenda Hamilton, Securities Attorney 101 Plaza Real South, Suite 202 North Boca Raton, Florida 33432 Telephone: (561) 416-8956 Facsimile: (561) 416-2855 www.SecuritiesLawyer101.com

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